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[Form 4] CITIZENS & NORTHERN CORP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Christian C. Trate, a director of Citizens & Northern Corp (CZNC), reported receipt of shares on 10/01/2025 following a merger in which Susquehanna Community Financial, Inc. was merged into C&N. Under the deal each Susquehanna share held by the reporting person converted into 0.80 shares of C&N common stock, with fractional-share cash paid at $19.48 per share. The Form 4 lists non‑derivative acquisitions: 25,906, 70,360, 6,142, and 5,587 shares, all at $0 price (stock issued in merger). The closing price of C&N on the transaction date was $19.68. The form was signed by an attorney‑in‑fact on behalf of Mr. Trate.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Transaction reflects merger conversion, not a market purchase or sale.

The filing shows non‑derivative acquisitions on 10/01/2025 resulting from the Susquehanna→C&N merger, where each Susquehanna share converted into 0.80 C&N shares.

This is a structural ownership change driven by corporate action rather than open‑market trading; the reported shares were received at $0 because they were issued in the merger, with fractional shares cashed out at $19.48.

The disclosure of the $19.68 closing price is informational; investors can compare that to the fractional cash rate but the form itself documents ownership reallocation from the merger.

Insider Trate Christian C
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 25,906 $0.00 $0.00
Grant/Award Common Stock 70,360 $0.00 $0.00
Grant/Award Common Stock 6,142 $0.00 $0.00
Grant/Award Common Stock 5,587 $0.00 $0.00
Holdings After Transaction: Common Stock — 25,906 shares (Direct); Common Stock — 70,360 shares (Indirect, By Corporation); Common Stock — 6,142 shares (Indirect, By Beneficiary IRA); Common Stock — 5,587 shares (Indirect, By Trustee)
Footnotes (1)
  1. F1. On October 1, 2025, Susquehanna Community Financial, Inc. ("Susquehanna") merged with and into Citizens & Northern Corporation, Inc. ("C&N"). Pursuant to the merger, each share of Susquehanna common stock held by the reporting person was converted into the right to receive 0.80 shares of C &N common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $19.48 per share. The closing price of C&N common stock on October 1, 2025 was $19.68 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Trate Christian C
(Last) (First) (Middle)
311 MEXICO ROAD
(Street)
MILTON PA 17847
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITIZENS & NORTHERN CORP [ CZNC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2025 A 25,906 A $0 25,906(1) D
Common Stock 10/01/2025 A 70,360 A $0 70,360(1) I By Corporation
Common Stock 10/01/2025 A 6,142 A $0 6,142(1) I By Beneficiary IRA
Common Stock 10/01/2025 A 5,587 A $0 5,587(1) I By Trustee
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On October 1, 2025, Susquehanna Community Financial, Inc. ("Susquehanna") merged with and into Citizens & Northern Corporation, Inc. ("C&N"). Pursuant to the merger, each share of Susquehanna common stock held by the reporting person was converted into the right to receive 0.80 shares of C &N common stock (the Exchange Ratio), with an amount in cash, without interest, to be paid in lieu of fractional shares at $19.48 per share. The closing price of C&N common stock on October 1, 2025 was $19.68 per share.
/s/ Amy T. Garraty for Christian C. Trate, 9-25-2025, Attorney-in-Fact 10/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR